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Bank Borrowings and Long-Term Debt
12 Months Ended
Mar. 31, 2011
Bank Borrowings and Long-Term Debt  
Bank Borrowings and Long-Term Debt

4.  BANK BORROWINGS AND LONG-TERM DEBT

 

Bank borrowings and long-term debt are as follows:

As of March 31,

 

2011

 

2010

 

(In thousands)

Term Loan Agreement, including current portion, due in installments

 

 

 

   through October 2014

 $      1,674,435

 

 $    1,691,775

Asia Term Loans

            379,000

 

                    -  

Outstanding under revolving line of credit

            160,000

 

                    -  

1.00% convertible subordinated notes due August 2010

                      -  

 

          234,240

6.25% senior subordinated notes due November 2014

                      -  

 

          302,172

Other

                6,437

 

            26,643

 

         2,219,872

 

       2,254,830

Current portion

             (20,930)

 

        (265,954)

Non-current portion

 $      2,198,942

 

 $    1,988,876

 

Maturities for the Company's long-term debt are as follows:

Fiscal Year Ending March 31,

 

Amount

 

 

(In thousands)

  2012

$

            20,930

  2013

 

          651,922

  2014

 

          386,688

  2015

 

       1,155,705

  2016

 

                    -  

  Thereafter

 

              4,627

    Total

$

       2,219,872

 

Revolving Credit Facilities and Other Credit Lines

 

On May 10, 2007, the Company entered into a five-year $2.0 billion credit facility that expires in May 2012.  As of March 31, 2011 and 2010, there were $160.0 million and $0, respectively, outstanding under the credit facility. Borrowings under the credit facility bear interest, at the Company's option, either at (i) the base rate (the greater of the agent's prime rate or the federal funds rate plus 0.50%); or (ii) LIBOR plus the applicable margin for LIBOR loans ranging between 0.50% and 1.25%, based on the Company's credit ratings. The Company is required to pay a quarterly commitment fee ranging from 0.10% to 0.20% per annum on the unutilized portion of the credit facility based on the Company's credit ratings and, if the utilized portion of the credit facility exceeds 50% of the total commitments, a quarterly utilization fee of 0.125% on such utilized portion. The Company is also required to pay letter of credit usage fees ranging between 0.50% and 1.25% per annum (based on the Company's credit ratings) on the amount of the daily average outstanding letters of credit and a fronting fee of (i) in the case of commercial letters of credit, 0.125% of the amount available to be drawn under such letters of credit, and (ii) in the case of standby letters of credit, 0.125% per annum on the daily average undrawn amount of such letters of credit.

 

The credit facility is unsecured, and contains customary restrictions on the Company's and its subsidiaries' ability to (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of significant exceptions and limitations. The facility also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization), and a minimum fixed charge coverage ratio, as defined, during the term of the credit facility. Borrowings under the credit facility are guaranteed by the Company and certain of its subsidiaries. As of March 31, 2011, the Company was in compliance with the covenants under the credit facility.

 

The Company and certain of its subsidiaries also have various uncommitted revolving credit facilities, lines of credit and other loans in the amount of $321.6 million in the aggregate, under which there were approximately $1.6 million and $6.7 million of borrowings outstanding as of March 31, 2011 and 2010, respectively. These facilities, lines of credit and other loans bear annual interest at the respective country's inter — bank offering rate, plus an applicable margin, and generally have maturities that expire on various dates through fiscal year 2012.  The credit facilities are unsecured and the lines of credit and other loans are primarily secured by accounts receivable.

 

1% Convertible Subordinated Notes

 

During August 2010, the Company paid $240.0 million to redeem the 1% Convertible Subordinated Notes at par upon maturity plus accrued interest.  These notes carried conversion provisions to issue shares to settle any conversion spread (excess of conversion value over the conversion price) in stock.  The conversion price was $15.525 per share (subject to certain adjustments).  On the maturity date, the Company's stock price was less than the conversion price, and therefore no ordinary shares were issued.

 

6.5% Senior Subordinated Notes

 

On March 19, 2010, the Company paid approximately $306.3 million to redeem the aggregate principal balance of $299.8 million of these notes at a redemption price of 102.167% of the principal amount. The Company recognized a loss associated with the early redemption of the notes of approximately $10.5 million during the fiscal year ended March 31, 2010, consisting of the redemption price premium of approximately $6.5 million, and approximately $4.0 million for transaction costs and the write-off of unamortized debt costs.  The loss is recorded in Other charges, net in the Consolidated Statements of Operations.

 

During June 2009, the Company paid approximately $101.8 million to purchase an aggregate principal amount of $99.8 million of these Notes in a cash tender offer.  The cash paid included $2.3 million in consent fees paid to holders of the Notes that were tendered but not purchased as well as to holders that consented but did not tender, which were capitalized and were being recognized as a component of interest expense over the remaining life of the Notes until the redemption noted above.  The Company recognized a $2.3 million loss during fiscal year 2010 associated with the partial extinguishment of the Notes, which included approximately $2.6 million for transaction costs and the write-down of related debt issuance costs.  In conjunction with the tender offer, the Company obtained consents to certain amendments to the restricted payments covenants and certain related definitions in the indenture under which the Notes were issued.  The amendments permitted the Company greater flexibility to purchase or make other payments in respect of its equity securities and debt that was subordinated to the Notes and to make certain other restricted payments under the indenture.

 

6.25% Senior Subordinated Notes

 

During December 2010, the Company paid approximately $308.5 million to redeem the aggregate principal balance of $302.2 million of these notes at a redemption price of 102.083% of the principal amount.  The Company recognized a loss associated with the early redemption of the notes of approximately $13.2 million during the fiscal year ended March 31, 2011, consisting of the redemption price premium of approximately $6.3 million, and approximately $6.9 million primarily for the write-off of the unamortized debt issuance costs.  The loss is recorded in Other charges, net in the Consolidated Statement of Operations.

 

During June 2009, the Company paid approximately $101.3 million to purchase an aggregate principal amount of $99.9 million of these Notes in a cash tender offer.  The cash paid included $6.5 million in consent fees paid to holders of the Notes that were tendered but not purchased as well as to holders that consented but did not tender, which were capitalized and are being recognized as a component of interest expense over the remaining life of the Notes.  The Company recognized a $2.3 million gain during fiscal year 2010 associated with the partial extinguishment of the Notes, net of approximately $2.7 million for transaction costs and the write-down of related debt issuance costs. 

 

Term Loan Agreement

 

In connection with the Company's acquisition of Solectron Corporation ("Solectron"), the Company entered into a $1.759 billion term loan facility, dated as of October 1, 2007, and subsequently amended as of December 28, 2007 (the "Term Loan Agreement"). The Term Loan Agreement was obtained for the purposes of consummating the acquisition, to pay the applicable repurchase or redemption price for certain of Solectron's notes in connection with the acquisition, and to pay any related fees and expenses including acquisition related costs.

 

On October 1, 2007, the Company borrowed $1.109 billion under the Term Loan Agreement to pay the cash consideration in the acquisition and acquisition-related fees and expenses. Of this amount, $500.0 million matures five years from the date of the Term Loan Agreement and the remainder matures in seven years. On October 15, 2007, the Company borrowed an additional $175.0 million to fund its repurchase and redemption of certain outstanding debt of Solectron. On February 29, 2008, the Company borrowed the remaining $450.0 million available under the Term Loan Agreement to fund its repurchase of additional Solectron debt. The maturity date of these loans is seven years from the date of the Term Loan Agreement. These loans will amortize in quarterly installments in an amount equal to 1% per annum with the balance due at the end of the fifth or seventh year, as applicable. The Company may prepay the loans at any time at 100% of par plus accrued and unpaid interest and reimbursement of the lender's redeployment costs.  Borrowings under the Term Loan Agreement bear interest, at the Company's option, either at (i) the base rate (the greater of the agent's prime rate or the federal funds rate plus 0.50%) plus a margin of 1.25%; or (ii) LIBOR plus a margin of 2.25%.

 

The Term Loan Agreement is unsecured, and contains customary restrictions on the ability of the Company and its subsidiaries to, among other things, (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of significant exceptions and limitations. The Term Loan Agreement also requires that the Company maintain a maximum ratio of total indebtedness to EBITDA, during the term of the Term Loan Agreement. Borrowings under the Term Loan Agreement are guaranteed by the Company and certain of its subsidiaries. As of March 31, 2011, the Company was in compliance with the covenants under the Term Loan Agreement.

 

As of March 31, 2011, the Company had approximately $1.7 billion of borrowings outstanding under the Term Loan Agreement.

 

Asia Term Loans

 

On September 27, 2010, the Company entered into a $50.0 million term loan agreement with a bank based in Asia, the entire amount of which was borrowed on the date the facility was entered into.  The term loan agreement matures on September 27, 2013.  Borrowings under the term loan bear interest at LIBOR plus 2.30%.  The Company, at its election, may convert the loan (in whole or in part) to bear interest at the higher of the Federal Funds rate plus 0.5% or the prime rate plus, in each case 1.0%.  Principal payments of $500,000 are due quarterly with the balance due on the maturity date.  The Company has the right to prepay any part of the loan without penalty.  Borrowings under the term loan agreement are guaranteed by certain subsidiaries of the Company.

 

On September 28, 2010, the Company entered into a $130.0 million term loan facility with a bank in Asia, the entire amount of which was borrowed on the date the facility was entered into.  The term loan facility matures on September 28, 2013.  Borrowings under the facility bear interest at LIBOR plus a margin of 2.15%, and the Company paid a non-refundable fee of $1.4 million at the inception of the loan.  The Company has the right to prepay any part of the loan without penalty. 

 

On February 17, 2011, the Company entered into a $200.0 million term loan facility with a bank in Asia, the entire amount of which was borrowed on the date the facility was entered into.  The term loan facility matures on February 17, 2014.  Borrowings under the facility bear interest at LIBOR plus a margin of 2.28%, and the Company paid a non-refundable fee of $1.0 million at the inception of the loan.  The Company has the right to prepay any part of the loan without penalty. 

 

The term loan agreements are unsecured, and contain customary restrictions on the ability of the Company and its subsidiaries to, among other things, (i) incur certain debt, (ii) make certain investments, (iii) make certain acquisitions of other entities, (iv) incur liens, (v) dispose of assets, (vi) make non-cash distributions to shareholders, and (vii) engage in transactions with affiliates. These covenants are subject to a number of significant exceptions and limitations. The term loan agreements also require the Company maintain a maximum ratio of total indebtedness to EBITDA during the terms of the agreements.  As of March 31, 2011, the Company was in compliance with the covenants under these facilities. 

 

Fair Values

 

As of March 31, 2011, the approximate fair value of the Company's debt outstanding under its $1.7 billion Term Loan Agreement was 99.3% of the face value of the debt obligation based on broker trading prices.  The Company's Asia Term Loans are not traded publicly; however, as the pricing, maturity and other pertinent terms of these loans closely approximate those of the $1.7 billion Term Loan Agreements, management estimates the respective fair values would be approximately the same.  As of March 31, 2010, the approximate fair values of the Company's 6.25% Senior Subordinated Notes, 1% Convertible Subordinated Notes and debt outstanding under its Term Loan Agreement were 101.0%, 99.18% and 95.58% of the face values of the debt obligations, respectively, based on broker trading prices.

 

Interest Expense

 

For the fiscal years ended March 31, 2011, 2010 and 2009, the Company recognized total interest expense of $96.1 million, $158.1 million and $245.5 million, respectively, on its debt obligations outstanding during the period.